Legal Roadmap

Legal Disclaimer: The following information does not constitute legal advice and is provided solely as a reference. Business entities interested in institutionalizing their values by incorporating consideration of the interests of employees, consumers, the community, and the environment into their corporate governing documents should discuss with their legal advisors the potential risks and liabilities associated with adoption of the language set forth below for the company's specific corporate structure and state of incorporation. Decisions by the board of directors, managing members or general partners of B Corporations will be evaluated pursuant to standards of reasonableness, good faith and fair dealing within the relevant jurisdictions of organization.

Companies Incorporated in the U.S. and Canada

The following Legal Roadmap provides a clear, step-by-step process to change the DNA of your business by expanding the responsibilities of your corporation to take into consideration the interests of all stakeholders, not just shareholders.

The process of institutionalizing stakeholder interests into your governing documents is dependent first on your legal structure (e.g., Corporation, LLC, Partnership), and if you're a corporation, on your state of incorporation as well.

Corporation

LLC

Benefit Corporation

If you're a benefit corporation, you have already met the legal requirement for B Corp certification - Congratulations!

You will be asked during your documentation review with B Lab staff to submit a copy of your articles of incorporation (or just the relevant amendment), but there is no further legal action needed.

If you are not already listed on www.benefitcorp.net, you can head there to make sure you get your (free) listing and also to check out some relevant information and guidance for operating as a registered benefit corporation.

Please note: if you’re incorporated as a Social Purpose Corporation or similar entity (available in TN, WA, FL, MN, PR, TX, CA or PR), there are additional steps you must take to meet the legal requirement for Certification. Please see the corporation roadmap page above for the details.

Sole Proprietor

As a Sole Proprietor, your organization is not formally organized as a corporation and therefore has no corporate governing documents. As a result, just go ahead and sign the B Corporation Declaration and Term Sheet and you're good to go.